What a Great Work-Out Ch. 03

I saw Cathy a couple of times after she'd left but then gym 'life' returned to it's normal, fairly uneventful routine of most people just coming in and doing their work-outs without even saying a word to anyone else.

There were a few ladies who used to be quite pleasant to look at but no-one who caused me anywhere near the same 'problem' as Cathy had when-ever she used to wear her skin-tight leggings.

This all changed, however, after about 18 months.

I was half-way through doing some stomach crunches when I saw a lady I hadn't seen before, although it was clear she must have worked out a hell of a lot.

'She' must have been in her late 30's or early 40's (I was nearing 43 at this stage), and was only about 5'3" or 5'4" tall. Her fair hair was shoulder-length, cut in a frizzy, bob style and which framed her attractive looking face.

It was her trim, highly toned body, however, that really stood out - verging on being muscular and not what I would usually have found particularly attractive but, coupled with a very firm looking pair of breasts and the cutest, pert bottom I think I'd ever seen, she was certainly very sexy.

This petite lady left the gym half way through my work-out and I didn't think any more of her until the following week when, shortly after arriving I was doing shoulder exercises at one of the central work-out stations, when she suddenly appeared directly opposite me.

I tried not to gaze too obviously at her but this was made very difficult as she'd obviously only just arrived and started doing numerous stretching exercises, only helping to emphasise what a stunning, flexible body she had.

She was wearing a skin-tight black sports vest which gave an inviting glimpse of her deep cleavage, without being too showy or over-the-top. She was also wearing figure-hugging black leggings, just flaring out at the bottom, which made her small bottom look stunning from behind.

Our eyes met briefly and she gave me a pleasant, friendly smile and half-nod as if acknowledging that we'd seen each other before and then reached down to pick up one of the spare handles lying on the floor.

As I watched, she stretched up to try and reach the handle which was already on the apparatus but, because of her height, she couldn't quite reach it to pull down.

Stretching like this made her bust thrust out and upwards as she wavered on her tip toes, and it was tempting to leave her like this so I could enjoy my prime view a little longer but, seeing an opportunity to act gentlemanly and engage in a conversation with her, I was just about to move round and offer my help when one of the very large, muscle-bound guys who seemed to be there all the time beat me to it.

"Let me do that for you love," he said somewhat patronisingly.

"Thanks," was the not overly enthusiastic, reply.

"Do you need help with anything else?" the hulk continued in a leery sort of way, casually leaning against the station as if presenting himself for her inspection.

"No, I'm fine," I was pleased to hear the almost frosty reply.

"Well, if you do, you just have to ask," he continued, pausing as if he was just going to stand there but then realising that she was waiting for him to go before starting her exercise.

As he finally moved away she clearly breathed, 'arsehole' and then realising that I must have heard she mouthed, 'sorry' to me and shrugged her shoulders

I just smiled and nodded my head as if in agreement, causing her to grin broadly as we both momentarily looked at each other before continuing with our exercises.

As we then stopped our sets at roughly the same time she moved round the station towards me and said, "I'm sorry, but he is an arsehole."

I grinned at her and held my hands up saying, "You don't have to convince me."

She looked up at me, not saying anything but appearing as if she was in thought.

"Do we know each other?" she finally asked.

There were several replies that flew through my head but not wanting to also be called an 'arsehole', I truthfully replied; "No, I don't think so."

"I just feel as though we do. I saw you looking at me the other day and was fairly certain I knew you but couldn't think from where."

"No, I don't think so and I'm sorry I didn't mean to be staring at you, certainly not in an 'arsehole' sort of way, anyway" which, I was pleased to see, made her smile.

"Oh, don't worry about that. I've just got this aversion to those meathead types. No, you were looking at me as though you thought you knew me." As I'd thought originally, her face was pleasantly attractive, and she had a wide, inviting mouth but it was her body that made her so appealing. She took a swig out of her water bottle and, as she arched her head back, I briefly imagined kissing at her slender neck down to her impressive-looking tits, but then snapped out of it and paused before carefully replying;

"Sorry, I suppose I'll have to just confess that in a 'meathead' sort of way I was just looking at you admiring what great shape you are in."

'She' didn't say anything, just looked up at me, smiling slightly.

"And, to be honest, if I did know you I am 100% certain that I would remember!"

The smile now became very broad.

"Thank you," she said in what seemed a genuinely pleased sort of way before she turned round to move back around the station.

As she walked away from me my gaze dropped down to her backside, the leggings material clinging to her small and yet rounded bum cheeks and clearly defining her bum crack as she walked.

We both did two or three sets at our respective places and I made a real effort not to look at her too much but I was sure I caught her a couple of times looking at me.

She then reached down to pick up her towel, giving me initially a lovely view of her cleavage and then walked back round the station towards me.

"You know it works both ways," she started as she patted at her face.

"We women like to have something nice to look at too" she grinned, raising her eyebrow and then subtly nodding as if in appreciation as she quite obviously ran her eyes up and down my body.

I gulped, not quite sure of what to say.

"Why...thank you," I finally spluttered.

I certainly was still very active and sporty and knew that, for my age, I was toned and slim but it wasn't every day that I got a compliment from such a sexy woman, or in such a flirty way.

"You're very welcome," she grinned, seeming to enjoy my obvious embarrassment, before she turned and moved away.

I was aware that the blood had suddenly gone rushing to my cock, so I quickly walked across to the nearest machine where I could sit and let my now too-obvious erection subside.

As I sat at the chest press my prick had just calmed down once more when the lady, having gone to fill up her drink bottle, walked back towards me.

Coming and standing quite close she then took several swigs from the bottle, standing with one hand on her hip, and there was something incredibly sexy about watching and hearing her gulp.

My cock was now stiff once more and I dropped my arms over my lap to try and cover my embarrassment.

"I'm Lisa, by the way," she then said, holding out her hand.

"Dean... I..I'm Dean," I almost stammered, reaching out to her.

Just touching her for the first time made my cock jerk in excitement and it then literally throbbed as we definitely held hands longer than would have normally been expected, just looking straight at each other all the while.

"Very nice to meet you Dean...is that as hard as it looks?"

I immediately panicked, thinking, 'oh shit, she's seen my hard-on' as Lisa had nodded downwards as she'd said it.

"I...um...I..." I struggled to know what to say.

"That machine...is it as hard as it looks?" she finally grinned, turning to walk over to the exercise mats which were positioned 10-12 feet in front of me.

I wasn't convinced that was what she meant at all, but continued with the apparent pretence; "Oh no, not really, no."

She was now standing with her back to me, one hand on her hip and her neck stretched upwards as she continued to drink from her bottle, but I could see in the wall-to-wall mirrors in that area that she was looking back at me, watching me watching her.

She seemed to drink for a long time, longer than you would have expected and I did wonder if she was deliberately giving me an opportunity to admire her slim, shapely body.

I made no attempt to begin my exercises, nor to hide the fact that I was indeed just sat there gazing at her.

Placing her finger tips on her temple she then spread her legs slightly further apart and expertly began to do some stomach crunches.

I was about to, belatedly, start doing my exercise but the way Lisa was making little, soft grunting noises as she came up from each crunch and looking straight at me all the while just had me transfixed and I, once again, just sat there watching her.

Having completed 10-12 of the crunches she then sat on the ball and, having patted at her face, said; "Your turn."

I pushed out on the chest press and as I did 12 reps Lisa just sat there watching me.

When I finished she did some more crunches and we repeated this process a couple more times.

Lisa then stood up and pushed the ball back into the corner before walking back to the mat closest to me, looking straight at me the whole way. She then smiled as she turned round and slowly reached down to touch her toes.

Her arse looked absolutely stunning; two perfectly rounded, small, taunt buttock cheeks that each looked exactly the right size to easily grab and massage with one hand.

Lisa now spread her legs slightly and crossed one over the other before again reaching down and stretching her hamstrings.

All I could think of was sliding in-between those pert buttock cheeks and simply sat there once more watching her before I very nearly came in my shorts as she placed her hands on her hips and began to gyrate her shapely backside round in small circles!

I'd been transfixed on her backside but now, as she stopped and started to move in the other direction, I became aware that she was looking at me again in the mirror.

She then stood still, her hands still on her hips but with he feet slightly further apart before raising herself up onto her tiptoes and then slowly squatting down, holding that position and then standing back up. She did this again for 10-12 reps, all the while I was imagining her lowering herself onto me.

Lisa now reached down once more to touch her toes, holding that position for a while before spreading her legs a little further apart and then placing the palms of her hands on the floor.

I let out a low, gutteral groan at this sight, thankful there was no-one close enough to hear.

Lisa now pushed herself back up into a standing position, turned and walked over to me.

"What were you thinking of just then?" she breathed, standing close enough to lean casually against the chest press.

"Um...really?" I hesitated.

"Really" she replied firmly.

I still paused for a moment and then, taking a bit of a gulp and having a quick look around to make sure there was still no-one close enough to hear, took what felt like my life in my hands and said;

"I was thinking of sliding into you from behind."

I said it quite slowly and throatily, and was pleased with how it came out but then had to cough to clear my throat as I literally paused for breath waiting for her response.

Lisa leant in slightly to me and I wasn't sure if I should brace myself for a slap in the face but she almost whispered into my ear; "Me too."

My cock, which had slackened due to the uncertainty of how she would react now jerked and twitched and immediately was rock solid once more, thrusting upwards and throbbing in excitement.

Raising her head back up slightly so that she was right in front me, inches from my face, she looked down at me and for a moment I thought she was going to move her lips to mine. After we'd gazed at each other for a few moments, however, and just as I thought I might succumb and pull her, there and then, down onto me she straightened back up.

I'd moved my towel onto my lap in a rather obvious attempt to cover my massive erection and as Lisa clearly dropped her gaze down to my groin area a pleasing smile appeared on her face.

I was literally aching to grasp her, to grope her, to run my hands all over her but also totally unsure what to do or say next.

"What don't you go and see if the tanning room is free?"

Just when I thought my prick felt harder than it had ever done, her words and the obvious inclination made it strain even more and I gulped, trying to compose myself and shifting in my seat to try and stop my cock from just exploding.

"I...um, I've got a bit of a problem, which would make it a bit difficult for me to go and ask."

Without saying anything, Lisa looked around and then reached down and raised my towel.

"Looks much more than just a 'bit' of a problem," she breathed, a serious, lustful look on her face which again made me gulp.

"I'll go and ask, but you think of an alternative if it's not."

I simply nodded at her instruction, her forceful, almost desperate tone being a further turn-on, as I frantically thought of any possible, near-by, alternatives.

My mind was a blank as I watched Lisa walk over to the reception desk and, seeing that there was no-one between me and the corridor which led to where the tanning room was, I decided to get up and walk over there, my towel hanging down to cover my embarrassment -- which had now softened again anyway, fearing that the room might not be free, that Lisa might change her mind or that it might all be a wind-up.

As I reached the start of the corridor I looked across to the reception area and Lisa caught my eye and smiled, slightly nodding.

My heart, and my cock, jumped and I walked down the corridor and round the corner to where the tanning room was.

Trying the door, which proved to be unlocked, I opened it, had a quick glance inside and then stepped in.

I hadn't been in this room before except very briefly during my induction when I joined the gym.

Apart from the tanning bed there was a small table and a chair and what looked to be a shower cubicle at the end of the room which I didn't remember seeing previously.

As I moved down towards the cubicle to take a look I heard the door, which I'd left slightly ajar, close behind me.

Turning, I now saw Lisa had stepped unheard into the room and she was now leaning against the door.

"We have 40 minutes...I booked it out for me and then said one of my girl-friends was going to have it straight after."

With that she dropped a rucksack onto the floor and threw two, large, white towels onto the table.

"Now, remind me...what was it you were thinking about?"

With which she simply turned around, locked the door and then pushed her leggings down.

Bending over she stuck that now naked, perfect arse up in the air and placed her hands against the door for support.

"Oh, my god" I breathed, momentarily transfixed at such a glorious sight and immediately concerned that I could come, there and then.

Gathering myself and snapping out of my near trance I stepped forward, desperate to slide into her as I'd imagined, I quite awkwardly but quickly pulled my shorts and the inner pants up and over my straining cock, before letting them fall to my ankles.

I pushed my prick downwards to her and lightly brushed the tip against her crack, that first touch making me literally tremble and causing Lisa to let out a satisfying gasp.

She then let out a further, long sigh as I rubbed my prick-head fully up and down her crack, before placing my left hand on her left bum cheek and gently pushing into her a fraction.

Touching her bum for the first time felt made me sigh, and my hand perfectly cupped and grasped her arse cheek which I gently squeezed and massaged whilst watching my helmet nestling happily in her crack.

Lisa was moaning as she very, very gently wiggled herself against me, rubbing all around my helmet and I could have very easily and happily shot my load just like that.

I also desperately wanted to drop to my knees and kiss at her bare bottom; to bury my face into her slit and her anus, but I knew if I started I wouldn't ever stop and the urge to fully enter her; to fuck her; to empty my seed inside her; to pump and fuck that so cute backside was even greater -- that and the fact that Lisa, looking around with a real look of lust and longing on her face, was urging;

"Come on...fuck me...fuck me...I need you to fuck me."

I leant back slightly and then guided my erection down and under her, her slit and anus pressing nicely against the top of my shaft as my helmet found its way straight to her entrance

We both grunted at the feel of my tip nestling against her soft fanny lips and then as Lisa raised herself slightly I eased myself into her.

My cock slid smoothly and deeply into her, her fanny feeling quite wet but still very snug and firm around my cock as I grabbed her arse cheeks in each hand, pushing myself into her as far as I could.

"Ohhhh, fuck, yea" she groaned, as we momentarily both held ourselves there before she started wiggling herself back against me, flexing and contracting her fanny muscles against my shaft, urging; "fuck me...come on...fuck me hard."

Having again been concerned that I might come quickly when sliding into this sexy, toned lady my cock now felt so hard and enlarged and the foreskin had been pulled so far back that I felt wonderfully in control and began to ease back and forth, gradually building up the pace and force that I was banging into her and being able to just concentrate on enjoying the whole sensation.

Lisa was pushing back against me, lifting herself and grunting and groaning in time with my thrusts.

She then reached across and started fiddling with some controls on the wall and I wasn't sure what she was doing until the sun-bed suddenly kicked into life and it become apparent she'd turned it on to help drown out her noises.

I now moved my hands from her slim waist and placed them both on top of her arse cheeks once more as I smoothly and firmly slid in and out of her, trailing my finger-tips down her spine as she arched her head back and virtually cried out;

With which she let out a long and deep groan as her orgasm obviously hit and then seemed to go on for ages and ages.

When she had finally calmed, I thrust into her only a few more times as now, not trying to control myself at all, I felt my cock explode deep down inside her.

As several more pump-loads of come burst from my prick I groaned loudly, arching my back before falling forward to kiss at her firm, slender back as I also reached round to fondle for the first time at her breasts.

It suddenly struck me that not only had I not even yet kissed this woman but, if she now decided that, 'that was that' I might not even get to play with, or to suck and kiss at these fantastic tits!

My concern was at least partly diminished when rather than simply 'dismissing' me I could feel Lisa still slightly wiggling that cute backside against me, gyrating herself against the last remnants of my erection as she also pulled my hands to her breasts.

I was now kissing at her neck and shoulders and Lisa turned her face so that we could, rather awkwardly, kiss for the first time.

Because of the position it was quite a light, soft kiss but I felt her tongue dart into my mouth and was now desperate to kiss her long and hard and so I slipped out of her and helped Lisa up and round.